ex101.htm


    EXHIBIT 10.1


    


    Nataliya
Hearn

    President
& CEO

    Element
21 Sports Co.

    200
Queen’s Quay East

    Unit
1

    Toronto,
ON M5A 4K9

    Phone:
416-362-2121 ext 107

    


    


    Re: Investment Banking Agreement with
Legend Securities, Inc.

    


     Dear
Ms. Hearn,

    


    This
letter (the "Agreement")
shall confirm the engagement of Legend Securities, Inc., ("Legend")
by Element 21 Sports Co. (the "Company"
and collectively the "Parties") for
purposes of providing, on a non-exclusive basis, investor awareness and business
advisory services as set forth below in consideration for the fees and
compensation described hereinafter:

    


    
      	
              1.  

            	
              The
      Agreement shall be effective as of the date it is executed by the Parties
      (the "Effective
      Date").

            


    

    


    
      	
              2.  

            	
              The
      Company agrees to provide Legend such information, historical financial
      data, projections, proformas, business plans, due diligence documentation,
      and other information (collectively the "Information")
      in the possession of the Company that Legend may reasonably request or
      require to perform the Services (as hereinafter defined) set forth herein.
      The Information provided by the Company to Legend shall be true, complete
      and accurate in all material respects as of the date specified therein and
      shall not set forth any untrue statements nor omit any fact required or
      necessary to make the Information provided not misleading. The Company
      acknowledges that Legend may rely during the Term on the accuracy and
      completeness of all Information provided by the Company without
      independent verification. The Company authorizes Legend to use such
      Information solely in connection with its performance of the
      Services.

            


    

     

    
      	
              3.  

            	
              Legend will use its
      best efforts to furnish ongoing investor awareness and business
      advisory services (the "Services") as the
      Company may from time to time reasonably request the Services may include,
      without limitation, the following:

            


    

    


    · assistance
with investor presentations such as, but not limited to, PowerPoint slidepresentations, broker/dealer fact
sheets, financial projections and budgets;

    


    · sponsorship
to capital conferences;

    


    · identification
and evaluation of financing transactions;

    


    · identification
and evaluation of acquisition and/or merger candidates;

    


    · introductions
to broker dealers, research analysts, and investment companies that Legend
believes could be helpful to the Company.

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    


    


    


    
      	
              4. 
      

            	
              The
      term of this Agreement shall be twelve (12) months from
      the Effective Date of this Agreement; provided that the Company may, in
      its discretion, extend the Term for up to an additional six (6) months by
      providing notice of such extension to Legend at any time prior to the
      expiration of this Agreement (such period, as it may be extended pursuant
      to this sentence, the "Term"), and the
      additional compensation owed to Legend during any such extension shall be
      the Monthly Advisory Fee described hi Section 5. The Agreement may not be
      terminated by the Parties during the first ninety days following the
      Effective Date (the "Introduction
      Period") other than as a result of a material breach of any
      provision of this agreement that is not uncured within ten (10) days following
      notification thereof by the non- breaching party. Following the
      Introduction Period and in the event that the Company desires to terminate
      this Agreement at any time prior to the expiration date, it shall provide
      Legend with written notice of its intention to terminate this Agreement
      and this Agreement shall so terminate immediately following delivery of
      such notice by the Company (the "Termination
      Date"), without any further responsibility for either party;
      provided, however, that Legend shall be entitled to receive all accrued
      compensation, including all vested - fees (as set forth below) and
      un-reimbursed expenses, if any, outstanding as of the Termination Date and
      Legend's obligations under Section 2 regarding Information of the Company
      shall survive such termination. Notice shall be deemed delivered when sent
      via e-mail, facsimile, or when deposited with a bonded overnight
      courier.

            


    

    


    
      	
              5.
       

            	
              In
      consideration for the services described herein, the Company shall pay to
      Legend a monthly advisory fee of ten thousand dollars ($10,000.00) per
      month (the "Monthly
      Advisory Fee").
      The first month advisory fee shall be paid to Legend on the
      Effective Date and thereafter no later than the first (1st) day of each
      monthly anniversary of the Effective Date during the Term of this
      Agreement. The Monthly Advisory Fee shall be earned and payable each month
      and may not be deferred by the Company unless the Company submits a
      written request to the Legend and Legend approves such request in writing.
      Any fees that are deferred shall accumulate interest at a compound
      interest rate of 12.0% per annum on the aggregate balance of deferred
      Monthly Advisory Fees. The Monthly Advisory Fee shall be mailed to Legend
      at the following address:

            


    

    


    Legend Securities, Inc

    Attention: Salvatore C.
Caruso

    39 Broadway Suite 740

    New York, NY 10006

    Phone: 212-344-5747 ext
231

    Fax: 212-898-1224

    


    
      	
              6. 
      

            	
              Simultaneously
      with the execution of this Agreement, the Company shall issue and deliver
      to Legend a common stock purchase warrant (the "Warrant")
      for the purchase of Three Hundred and Fifty Thousand (350,000) shares of
      the Company's common stock. The Warrant shall have an exercise price equal
      to the average closing bid price of the Company's common stock on the last
      ten (10) consecutive trading days ending three days before the Effective
      Date. Notwithstanding the foregoing, the Warrant shall vest completely and
      in favor of the Legend as follows:

            


    

     

    
       

      
        	Date   	 	
                Number of
      Shares 

                underlying the
    warrant

              
	The Effective
      Date	 	87,500
	Each 90 Day
      anniversary of the Effective Date 	 	87,500


      

       

    

               

                                                                                                        

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

                                                                                                               

    
      	
              7.
        

            	
              The
      Warrant, upon issuance, shall be fully paid, non-assessable, and free of
      any restrictions on transfer, but for those restrictions that are the
      result of state or federal securities laws. The Warrant shall be issued to
      Legend in the form of a warrant agreement (the "Warrant
      Agreement"), which shall be in a form and content reasonably
      satisfactory to Legend and its counsel and the Company and its counsel.
      The Warrant Agreement shall provide for, among other provisions, the above
      terms and the following: (1) The Warrant shall expire five years after the
      date that the Warrant Agreement is issued; (2) The Warrant shall have
      customary anti-dilution provisions for stock dividends, splits, mergers,
      and sale of substantially all assets of the Company; (3) Legend may
      exercise the Warrant at any time after signing the Warrant Agreement to
      the extent vested as described in Section 6; (4) The Warrants shall
      contain a "Cashless Exercise" provision that may be utilized 180 after
      issuance if there is not an effective Registration Statement covering the
      underlying common shares; (5) The Company shall reserve, and at all times
      have available, a sufficient number of shares of its common stock to be
      issued upon the exercise of the Warrant; and (6) The Company shall grant
      unlimited "piggy back" registration rights, at the Company's expense, to
      include the shares of the underlying common stock in any registration
      statement filed by the Company under the Securities Act of 1933 relating
      to an underwriting of the sale of shares of common stock or other security
      of the Company.

            


    

    


              
The Warrant shall be issued in the name of (Names will be provided under
separate cover) and mailed to the following address:

    


    Legend Securities, Inc

    Attention: Salvatore C.
Caruso

    39 Broadway, Suite 740

    New York, NY 10006

    Phone: 212-344-5747 ext
231

    Fax: 212-898-1224

    


    
      	
              8. 

            	
              The
      Company will promptly notify Legend in writing upon the filing of any
      registration statement or other periodic reporting documents filed
      pursuant to the rules and regulations of the Securities Act of 1933, as
      amended, or the Securities Exchange Act of 1934, as
    amended.

            


    

    


    
      	
              9.  

            	
              The
      Company recognizes that Legend now renders and may continue to render
      financial consulting, management, investment banking and other services to
      other companies that may or may not conduct business and activities
      similar to those of the Company. Legend shall be free to render such
      advice
      and other services and the Company hereby consents thereto. Legend shall
      not be required to devote its full time and attention to the performance
      of its duties under this Agreement, but shall devote only so much of its
      time and attention as it deems reasonable or necessary to fulfill its
      obligation hereunder.

            


    

    


    


    
      	
              10. 
      

            	
              During
      the Term of this Agreement the Company covenants, promises and agrees
      that:

            


    

    


        
(a) Company
shall immediately notify Legend if it is the subject of any materialinvestigation or material
litigation.

    


    


    
      	
              11. 
      

            	
              This
      Agreement shall be governed by and construed under the laws of the State
      of New York without regard to principals of conflicts of laws provisions.
      In the event of any dispute between the Company andLegend
      arising under or pursuant to the terms of this Agreement, or any matters
      arising under the terms of this Agreement, the same shall be settled only
      by arbitration through FINRA Dispute Resolution in County of New York, New
      York City, State of New York,
      in accordance with the Code of Arbitration Procedure published by FINRA
      Dispute Resolution. The determination of the arbitrators shall be final
      and binding upon the Company and Legend and
      may be enforced in any court of appropriate jurisdiction. This Agreement
      shall be construed by and governed exclusively under the laws of the State
      of New York, without regard to its conflicts of law provisions. The venue
      shall be in County of New York, NY.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
              12. 
      

            	
              The
      Company shall reimburse Legend for all approved out of pocket expenses,
      including without limitation acceptable travel and lodging, printing,
      legal, and mailing cost thatLegend may
      incur in performance of the Services under this Agreement, provided Legend
      receives the Company's prior approval for any and all out of pocket
      expenses above five hundred
dollars.

            


    

    


    
      	
              13. 
      

            	
              The
      Company may disclose to Legend certain Information that is Proprietary
      Information (as defined below) relating to certain privileged and
      confidential business matters that it would like Legend to
      evaluate. These disclosures will be given in strict secrecy and confidence
      and the Parties agree to use their best efforts to protect the integrity
      and confidentiality of the Proprietary Information. As used herein,
      Proprietary Information means any and all non-public data, ideas and
      information, in whatever form, tangible or intangible, which is provided
      to Legend by the
      Company in connection with the Agreement. If oral, in order to be
      considered "Proprietary Information" it must be followed by a written memo
      detailing the confidential nature of same and stamped "Proprietary
      Information."

            


    

    


    
      	
              14. 
      

            	
              [A]  The Company
      shall indemnify and hold harmless Legend and its directors, officers,
      employees, agents, attorneys and assigns from and against any and all
      losses, claims, costs, damages or liabilities (including the reasonable
      fees and expenses of legal counsel) to which any of them may become
      subject in connection with the investigation, defense or settlement of any
      actions or claims: (i) caused by any untrue statement or alleged untrue
      statement of any material fact contained in any Information provided by
      the Company or the omission or alleged omission to state a material fact
      required to be stated in any such Information or necessary to make the
      statements in any Information not misleading, provided such Information
      was used by Legend in
      rendering any Service hereunder; (ii) arising in any manner out of or in
      connection with the rendering of Services by Legend
      hereunder; or (iii) otherwise in connection with this Agreement; provided,
      however, that the Company will not be liable in any such case if and to
      the extent that any such loss, claim, cost, damage or liability arises out
      of any breach of this Agreement by Legend, or
      any misrepresentation or alleged misrepresentation of the material facts
      provided to Legend by the
      Company or arising from acts of gross negligence or malfeasance by Legend or any
      breach by Legend of
      this Agreement.

            


    

    


    
      	
            	
              

                [B] 
      Legend shall indemnify and hold harmless the Company and its
      directors, officers, employees, agents, attorneys and assigns from and
      against any and all losses, claims, costs, damages or liabilities
      (including the reasonable fees and expenses of legal counsel) to which any
      of them may become subject in connection with the investigation, defense
      or settlement of any actions or claims: (i) caused by any untrue statement
      or alleged untrue statement of any material fact contained in any
      information provided by Legend other than Information provided to Legend
      by the Company ("Legend Information") or the omission or alleged omission
      to state a material fact required to be stated in any such Legend
      Information or necessary to make the statements in any Legend Information
      not misleading; (ii) arising in any manner out of or in connection with
      the rendering of Services by Legend hereunder; or (iii) otherwise in
      connection with this Agreement; provided, however, that Legend will not be
      liable in any such case if and to the extent that any such loss, claim,
      cost, damage or liability arises out of any breach of this Agreement by
      the Company or arising from acts of gross negligence or malfeasance by the
      Company or any breach by the Company of this
  Agreement

              

            


    

    


    
      	
            	
              

                [C]  Promptly
      after receipt of notice of the commencement of any action, the party
      against whom an action is brought (the "Indemnified Party") shall, if a
      claim is also being made against the other party (the "Indemnifying
      Party") for indemnification pursuant to this Agreement, notify the
      Indemnifying Party in writing of such action; provided that, the
      Indemnifying Party shall be relieved from any obligation to indemnify the
      Indemnified Party pursuant to this Agreement to the extent that any delay
      by the Indemnified Party to provide notice to the Indemnifying Party
      pursuant to this Section impairs or prejudices the Indemnifying Party's
      ability to assume and defend any such action. In case any such action
      shall be brought against the Indemnified Party it shall notify the
      Indemnifying Party of the commencement of such action, and the
      Indemnifying Party shall be entitled to participate in and, to the extent
      it shall wish, to assume and undertake the defense thereof with counsel
      reasonably satisfactory to the Indemnified Party, and, after notice from
      the Indemnifying Party to the Indemnified Party of its election so to
      assume and undertake the defense of such action, the Indemnifying Party
      shall not be liable to the Indemnified Party under this paragraph 13 for
      any legal expenses subsequently incurred by the Indemnified Party in
      connection with the defense of such action; if the Indemnified Party
      retains its own counsel, then Indemnified Party shall pay all fees, costs
      and expenses of such counsel, provided, however, that, if the defendants
      in any such action include both the Indemnified Party and the Indemnifying
      Party and the Indemnified Party shall have reasonably concluded that there
      may be reasonable defenses available to it which are different from or
      additional to those available to the Indemnifying Party or if the
      interests of the Indemnified Party reasonably may be deemed to conflict
      with the interests of the Indemnifying Party, the Indemnifying Party and
      the Indemnified Party shall have the right to select one separate counsel
      and to assume such legal defenses and otherwise to participate in the
      defense of such action, with the reasonable expenses and fees of such
      separate counsel and other expenses related to such participation to be
      reimbursed by the Indemnifying Party as
incurred.

              

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	
              16. 
      

            	
              The
      Company acknowledges that Legend has made no guarantees that its
      performance hereunder will achieve any particular result with respect to
      the Company's business, stock price, trading volume, market capitalization
      or otherwise.

            


    

    


    
      	
              17. 
      

            	
              All
      notices hereunder shall be in writing and shall be validly given, made or
      served if in writing and delivered in person or when received by facsimile
      transmission, or five days after being sent first class certified or
      registered mail, postage prepaid, or one day after being sent by
      nationally recognized overnight carrier to the party for whom intended at
      the address set forth after each Parties
  signatures.

            


    

    


    
      	
              18. 
      

            	
              If
      any clause or provision of this Agreement is illegal, invalid or
      unenforceable under applicable present or future Laws effective during the
      Term, the remainder of this Agreement shall not be affected. In lieu of
      each clause or provision of this Agreement that is illegal, invalid or
      unenforceable, there shall be added as a part of this Agreement a clause
      or provision as nearly identical as may be possible and as may be legal,
      valid and enforceable. In the event any clause or provision of this
      Agreement is illegal, invalid or unenforceable as aforesaid and the effect
      of such illegality, invalidity or unenforceability is that either party no
      longer has the substantial benefit of its bargain under this Agreement and
      a clause or provision as nearly identical as may be possible cannot be
      added, then, in such event, such party may in its discretion cancel and
      terminate this entire Agreement provided such party exercises such right
      within a reasonable time after such
occurrence.

            


    

    


    
      	
              19. 
      

            	
              The
      Parties agree and acknowledge that they have jointly participated in the
      negotiation and drafting of this Agreement and that this Agreement has
      been fully reviewed and negotiated by the Parties and their respective
      counsel. In the event of an ambiguity or question of intent or
      interpretation arises, this Agreement shall be construed as if drafted
      jointly by the Parties and no presumptions or burdens of proof shall arise
      favoring any party by virtue of the authorship of any of the provisions of
      this Agreement.

            


    

    


    
      	
              20. 
      

            	
              This
      Agreement may not be modified, amended, supplemented, canceled or
      discharged, except by written instrument executed by all Parties. No
      failure to exercise, and no delay in exercising, any right, power or
      privilege under this Agreement shall operate as a waiver, nor shall any
      single or partial exercise of any right, power or privilege hereunder
      preclude the exercise of any other right, power or privilege. No waiver of
      any breach of any provision shall be deemed to be a waiver of any
      preceding or succeeding breach of the same or any other provision, nor
      shall any waiver be implied from any course of dealing between the
      Parties. To be effective, all waivers must be in writing, signed by both
      Parties. The rights and remedies of the Parties under this Agreement are
      in addition to all other rights and remedies, at law or equity, that they
      may have against each other except as may be specifically limited
      herein.

            


    

    


    
      	
              21. 
      

            	
              This
      Agreement contains the entire understanding of the Parties in respect of
      its subject matter and supersedes all prior agreements and understandings
      (oral or written) between or among the Parties with respect to such
      subject matter. The Parties agree that prior drafts of this Agreement
      shall not be deemed to provide any evidence as to the meaning of any
      provision hereof or the intent of the Parties with respect thereto. Any
      amendment or modification to the Agreement shall be by written instrument
      only and must be executed by a representative, with complete authority,
      from the Company and Legend.

            


    

    


    
      	
              22. 
      

            	
              This
      Agreement may be executed in any number of counterparts, each of which
      shall bean original but all of which together shall constitute one and the
      same instrument. A telecopy signature of any party shall be considered to
      have the same binding legal effect as an original
    signature.

            


    

    


    
      	
              23. 
      

            	
              In
      the event that any dispute among the Parties to this Agreement should
      result in litigation, the substantially prevailing party in such dispute
      shall be entitled to recover from the losing party all fees, costs and
      expenses of enforcing any right of such substantially prevailing party
      under or with respect to this Agreement, including without limitation,
      such reasonable fees and expenses of attorneys and accountants, which
      shall include, without limitation, all fees, costs and expenses of appeals
      and collection.

            


    

    


    


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    If the
foregoing is in accordance with your understanding, kindly confirm your
acceptance and agreement by signing and returning the enclosed duplicate of this
Agreement that will thereupon constitute an agreement between us.

     

    
      
        	Very truly yours,	 	
                 

              	 	
                 

              
	 	 	 	 	 
	 	 	 	 	 
	
                /s/
      Salvatore C. Caruso

              	 	
                 

              	 	
                 

              
	Salvatore C. Caruso	 	 	 	 
	President
      & CFO	 	 	 	 
	 	 	 	 	 


        Accepted and approved this  10th day of December , 2009

        	 	 	 	 	 
	Element
      21 Sports Co.	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                By:
      /s/ Nataliya Hearn

              	 	
                 

              	 	
                 

              
	
                Nataliya
      Hearn

              	 	 	 	 
	President
      & CEO